September 15, 2022

Associate Director Sarah ten Siethoff
Securities and Exchange Commission
100 F Street, NW Washington, DC 20549

VIA EMAIL

Re: Securities Industry and Financial Markets Association Comments on Money Market Fund Reforms (File No. S7-22-21)

Dear Ms. ten Siethoff:

The Asset Management Group of the Securities Industry and Financial Markets Association (“SIFMA AMG”) and the Investment Company Institute (“ICI”) welcome the opportunity to provide additional information to the U.S. Securities and Exchange Commission (the “Commission”) with respect to the Commission’s proposed amendments to Rule 2a-7 that govern money market funds under the Investment Company Act of 1940 (“1940 Act”), and related proposed amendments to Form N-MFP, Form N-CR and Form N-1A.

As a follow-up to our conversation on August 10 and previous submissions to the Commission, we are writing to provide an example of language that a money market fund could use to describe how a reverse distribution mechanism (“RDM”) works and would impact an individual investor in a negative interest rate environment. The language takes the form of a supplement that a fund would use to inform shareholders that the fund board has elected to implement an RDM mechanism. In practice, each fund would develop its own specific disclosure language, so the template is an illustration rather than proposed mandatory language. We re-iterate that the proposed provision to prohibit RDMs should not be included in final amendments.

We appreciate the opportunity to provide this sample language. SIFMA AMG and ICI both stand ready to address questions and continue the dialogue. Please feel free to contact Lindsey Keljo at (202) 962-7312 or [email protected] or Kevin Ehrlich at (202) 962-7336 or [email protected]. Susan Olson, ICI’s General Counsel can be reached at (202) 247-1177 or [email protected].